Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2020
	Or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number 333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada		37-1817132
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3571 E. Sunset Road, Suite 300, Las Vegas, NV		89120
(Address of principal executive offices)		(Zip Code)

855.935.4769

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A/

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☐

YES

☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐

YES

☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

☐

YES

☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

☐

YES

☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

9,316,674 common shares issued and outstanding as of December 23, 2020

GPO PLUS, INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Consolidated Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factor	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Securities	17
	Item 4.	Mine Safety Disclosures	17
	Item 5.	Other Information	17
	Item 6.	Exhibits	18
SIGNATURES			19

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PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 1. Financial Statements

GPO PLUS, INC.

BALANCE SHEETS

(Unaudited)

	October 31,			April 30,
	2020			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	2,107		$	-
Accounts receivable		3,761			-
Prepaid expenses		14,753			16,127
Total Current Assets		20,621			16,127

Operating lease right-of-use assets		26,675			-

TOTAL ASSETS	$	47,296		$	16,127

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities		63,822			5,221
Operating lease liabilities		26,675			-
Deposit		87,500			-
Stock payable		6,000			-
Total Current Liabilities		183,997			5,221

Total Liabilities		183,997			5,221

Commitments and Contingencies (Note 6)		-			-

Stockholders' Equity (Deficit):
Common stock, $0.0001 par value, 90,000,000 shares authorized, 9,316,674 shares issued and outstanding		932			932
Additional paid in capital		128,790			128,790
Accumulated deficit		(266,423	)		(118,816	)
Total Stockholders' Equity (Deficit)		(136,701	)		10,906
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	47,296		$	16,127

The accompanying notes are an integral part of these unaudited financial statements.

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GPO PLUS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	October 31,						October 31,
	2020			2019			2020			2019

Revenues	$	24,289		$	-		$	30,627		$	-
Cost of revenue		650			-			650			-
Gross Profit		23,639			-			29,977			-

Operating Expenses
General and administrative		67,864			5,923			87,271			12,719
Salaries and wages		14,184			-			14,184			-
Professional fees		50,752			300			76,129			700
Total Operating Expenses		132,800			6,223			177,584			13,419

Net Loss	$	(109,161	)	$	(6,223	)	$	(147,607	)	$	(13,419	)

Net Loss Per Common Share: Basic and Diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		9,316,674			9,316,674			9,316,674			9,316,674

The accompanying notes are an integral part of these unaudited financial statements.

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GPO PLUS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED OCTOBER 31, 2020 AND 2019

(Unaudited)

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid In Capital		Deficit			Total

*Balance, April 30, 2020		9,316,674	$	932	$	128,790	$	(118,816	)	$	10,906
Net loss for the period		-		-		-		(38,446	)		(38,446	)
*Balance, July 31, 2020		9,316,674	$	932	$	128,790	$	(157,262	)	$	(27,540	)
Net loss for the period		-		-		-		(109,161	)		(109,161	)
Balance, October 31, 2020		9,316,674	$	932	$	128,790	$	(266,423	)	$	(136,701	)

*Retroactively restated reverse stock split 12:1

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid In Capital		Deficit			Total

*Balance, April 30, 2019		9,316,674	$	932	$	27,131	$	(91,450	)	$	(63,387	)
Net loss for the period		-		-		-		(7,196	)		(7,196	)
*Balance, July 31, 2019		9,316,674	$	932	$	27,131	$	(98,646	)	$	(70,583	)
Net loss for the period		-		-		-		(6,223	)		(6,223	)
*Balance, October 31, 2019		9,316,674	$	932	$	27,131	$	(104,869	)	$	(76,806	)

*Retroactively restated reverse stock split 12:1

The accompanying notes are an integral part of these unaudited financial statements.

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GPO PLUS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	October 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(147,607	)	$	(13,419	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of operating right-of-use assets		23,684			-
Lease expense to be settled by common stock		6,000			-
Changes in operating assets and liabilities:
Accounts receivable		(3,761	)		-
Prepaid expenses		1,374			1,446
Accounts payable and accrued liabilities		58,601			11,973
Operating lease liabilities		(23,684	)		-
Net cash used in Operating Activities		(85,393	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Deposit		87,500			-
Net cash provided by Financing Activities		87,500			-

Net change in cash for period		2,107			-
Cash at beginning of period		-			-
Cash at end of period	$	2,107		$	-

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES
Recognition of operating right-of-use assets and operating lease liability	$	50,359		$	-

The accompanying notes are an integral part of these unaudited financial statements.

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GPO PLUS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

OCTOBER 31, 2020

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.

On April 2, 2018, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.

On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock split, was approved by FINRA and effective August 20, 2020. The issued and outstanding shares and authorized capital have been restated retroactively in the financial statements.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of October 31, 2020 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss of $266,423. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the year ending April 30, 2021. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2019 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 25, 2020.

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Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

As of October 31, 2020 and April 30, 2020, the Company had cash and cash equivalents of $2,107 and $0, respectively.

Prepaid Expense

Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year.

Prepaid expense as of October 31, 2020 and April 30, 2020 was shown as below:

	October 31,		April 30,
	2020		2020
Legal Fees	$	12,753	$	16,127
Security Deposit		2,000		-
Total	$	14,753	$	16,127

Leases

Effective May 1, 2020, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016- 02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $50,359 of right-of-use (“ROU”) assets and $50,359 of lease liabilities on its Balance Sheet. See Note 6.

Deposit

Deposit relates to funds paid by investors in advance for issuances of the Company’s equity in future periods pending the designation and approval of various planned equity classes through the State of Nevada. As of October 31, 2020 and April 30, 2020, the deposit balance was $87,500 and $0, respectively.

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Revenue Recognition

During the six months ended October 31, 2020, the Company generated its first time revenue since its establishment. The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPO that leverage the aggregated purchasing power of its members. The GPO’s use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.

The main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the Hemp industry. In addition, the Company offers professional services through GPOPRO Services.

During the three months ended October 31, 2020, the Company recognized $29,850 of revenues related to merchandise and product sales, and $777 of revenues related to shipping recovered on merchandise sales. In regard to the sales that occurred during the six months ended October 31, 2020, there are no unfulfilled obligations related to the merchandise and product sales.

HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.

HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.

In accordance with ASC 606, revenues are recognized when:

	·	The invoice has been generated and provided to the customer.
	·	The performance obligations of delivery of products are stated in the invoice.
	·	The transaction price has been identified in the invoice.
	·	The Company has allocated the transaction price to performance obligation in the invoice.
	·	The Company has shipped out the product and, therefore, satisfied the performance obligation.

During the six months ended October 31, 2020, the Company recognized revenue of $30,627.

In regard to the revenue associated with product sales, the Company complies with ASC 605-45 Revenue Recognition – Principal Agent Considerations and records revenue associated with this segment as an agent. A fixed amount is received by the Company from each product sale; the supplier has the credit risk; and the supplier is the primary obligor.

Financial Instruments

The carrying values of our financial instruments, with the exception of the Convertible Preferred Stock, including, cash and cash equivalent, accounts receivable, and accounts payable, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. The Derivative liabilities were valued on a recurring basis utilizing Level 3 inputs.

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Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP.

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no potentially dilutive instruments outstanding during the periods presented.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which have or are expected to a have a material impact on our financial position, operations or cash flows.

NOTE 4 – ACCONTS RECEIVABLE

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivables are reflected as a current asset and no allowance for bad debt has been recorded as of October 31, 2020. As at October 31, 2020, the Company had accounts receivable of $3,761.

NOTE 5 – CAPITAL STOCK

Common Stock

The Company has authorized 90,000,000 shares of Common Stock with a par value of $0.0001 per share.

On June 19, 2020, the Company announced a reverse stock split of the issued and authorized shares of common stock on the basis of 1 new share for 12 old shares. The reverse stock split has been reviewed by the Financial Industry Regulatory Authority (“FINRA”) and has been approved with an effective date of August 20, 2020. Our issued and outstanding capital decreased from 111,800,000 shares of common stock to 9,316,674 shares of common stock. The reverse stock split also resulted in the decrease of the authorized capital from 1,500,000,000 shares of common stock to 125,000,000 shares of common stock. The issued and outstanding shares and authorized capital have been restated retroactively in the financial statements.

On November 20, 2020, our Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following:

	·	90,000,000 shares of common stock
	·	10,000,000 shares of founders’ class A common stock
	·	50,000,000 shares of blank check common stock
	·	500,000 shares of founders’ series A non-voting redeemable preferred stock
	·	49,500 shares of blank check preferred stock

As of October 31, 2020 and April 30, 2020, the Company had 9,316,674 shares of common stock issued and outstanding.

Stock Payable

On August 5, 2020, the Company entered into a lease agreement for an office premise at 3571 E. Sunset Road Las Vegas Nevada under a term of 6 months commencing on August 10, 2020 at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash (Note 6).

During the six months ended October 31, 2020, the Company recorded stock payable of $6,000 for August to October 2020 lease. As of October 31, 2020, stock payable was $6,000.

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NOTE 6 – LEASE

On May 1, 2020, the Company entered into a lease agreement for an office premise at 3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased for a term of 12 months, commencing on May 1, 2020 and expiring on April 30, 2021 at the cost of $1,857 per month.

Balance - April 30, 2020	$	-
Lease Liability additions		50,359
Lease payment		(24,016	)
Interest expense on lease liabilities		332
Balance - October 31, 2020	$	26,675

As of October 31, 2020, the Company owned ROU assets under operating leases for the two office premises of $26,675 and operating lease liabilities of $26,675.

	October 31, 2020
Operating lease ROU assets	$	26,675
Current portion of operating lease liabilities		26,675
Noncurrent portion of operating lease liabilities		-
Total operating lease liabilities	$	26,675

The following summarizes other supplemental information about the Company’s operating lease as of October 31, 2020:

Weighted-average remaining lease term		0.39 years
Weighted-average discount rate		2.29% - 2.76%

Future minimum lease payments under operating leases that have initial non-cancelable lease terms in excess of one year at October 31, 2020 were as follows:

Year Ended April 30, 2021	$	26,774
Thereafter		-
Total operating lease payments	$	26,774
Less: Imputed interest		99
Total operating lease liabilities	$	26,675

We had operating lease costs of $23,684 for the six months ended October 31, 2020, which are included in general and administrative expenses in the statement of operations.

NOTE 7 – RISKS AND UNCERTAINTIES

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at October 31, 2020. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarter Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to October 31, 2020 and through the date that these financials were issued, the Company had the following subsequent event:

	·	90,000,000 shares of common stock
	·	10,000,000 shares of founders’ class A common stock
	·	50,000,000 shares of blank check common stock
	·	500,000 shares of founders series A non-voting redeemable preferred stock
	·	49,500 blank check preferred stock

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.

General Overview

We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. On October 31, 2020 we announced the launch of cbdGPO, https://cbdgpo.com/, a group purchasing organization (GPO) for the CBD and Hemp industry, and the establishment of a sales office for cbdGPO in Hernando Beach, Florida. Through cbdGPO, we will seek to make the process of ordering premium CBD products fast, simple, reliable, and affordable. cbdGPO and GPO Plus, Inc. are brokers and do not take possession of CBD products.

On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). SafeHandles is a California based creator and supplier of certain products known as SafeHandles®, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories. Pursuant to the agreement, SafeHandles has appointed the Company as the exclusive distributor of its product in the states of Nevada, Colorado, Texas, Florida, Mississippi, and for the Gaming Industry. “Gaming Industry” means all casinos and hotels affiliated with the gaming industry, casinos and companies engaged in gambling operations and auxiliary restaurant and hotel services including stand-alone casinos, casino hotels, riverboat casinos, bingo halls, gambling machine manufacturers, horse and dog racing tracks, but excluding cruise ships. The exclusive rights granted are subject to certain mutually agreed exceptions for existing key accounts in the territory. The Company will also hold non-exclusive distribution rights outside the territory. The initial term of the agreement began on October 30, 2020 and continue through December 31, 2025, subject to fulfillment of sales targets. If the Company is not in breach of the Agreement at the end of the initial term (December 31, 2025) and the Agreement has not been otherwise terminated, SafeHandles may extend the Agreement for an additional five (5) year term in its discretion,

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Recent Developments

On August 20, 2020, the 1 for 12 reverse stock split became effective, resulting in decreasing our authorized share capital from 1,500,000,000 shares of common stock to 125,000,000 shares. Correspondingly, our issued and outstanding shares decreased from 111,800,000 shares of common stock to 9,316,674 shares of common stock.. The reverse split was payable upon surrender and no fractional shares were issued. As a result of the corporate actions, the new CUSIP identifier for our common shares became 38402T100 and our ticker symbol changed to GHHHD. After 20 business days, our symbol changed to GPOX.

Also effective on August 20, 2020, pursuant to the agreement and plan of merger, our Company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remains the surviving company of the merger, continuing under the name GPO Plus, Inc.

On November 10, 2020, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The purpose of the 2020 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2020 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2020 Equity Incentive Plan. The 2020 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits. No securities have yet been issued under the 2020 Equity Incentive Plan.

	·	90,000,000 shares of common stock
	·	10,000,000 shares of founders’ class A common stock
	·	50,000,000 shares of blank check common stock
	·	500,000 shares of founders’ series A non-voting redeemable preferred stock
	·	49,500 shares of blank check preferred stock

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the periods ended October 31, 2020 and 2019, which are included herein.

We earned revenues of $24,289, incurred cost of revenue of $650 and generated gross profit of $23,639 from our operations during the three months ended October 31, 2020. We did not earn any revenues during the three months ended October 31, 2019.

Three Months Ended October 31, 2020 Compared to the Three Months October 31, 2019

	Three Months Ended
	October 31,
	2020			2019			Changes			%

Revenues	$	24,289		$	-		$	24,289			100	%
Cost of revenue		650			-			650			100	%
Gross Profit		23,639			-			23,639			100	%
Operating Expenses		(132,800	)		(6,223	)		(126,577	)		2,034	%
Loss from Operations		(109,161	)		(6,223	)		(102,938	)		1,654	%
Net Loss	$	(109,161	)	$	(6,223	)	$	(102,938	)		1,654	%

We had a net loss of $109,161 for the three months ended October 31, 2020 compared to a net loss of $6,223 for the three months ended October 31, 2019.

Our operating expenses for the three months ended October 31, 2020 were $132,800 compared to $6,223 for the three months ended October 31, 2019. The increase in operating expenses during the three months ended October 31, 2020 was due to an increase in operating activity resulting in increased general and administrative expense and professional fees for the period.

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Six Months Ended October 31, 2020 Compared to Six Months Ended October 31, 2019

We earned revenues of $30,627, incurred cost of revenue of $650 and generated gross profit of $29,977 from our operations during the six months ended October 31, 2020. We did not earn any revenues during the six months ended October 31, 2019.

	Six Months Ended
	October 31,
	2020			2019			Changes			%

Revenues	$	30,627		$	-		$	30,627			100	%
Cost of revenue		650			-			650			100	%
Gross Profit		29,977			-			29,977			100	%
Operating Expenses		(177,584	)		(13,419	)		(164,165	)		1,223	%
Loss from Operations		(147,607	)		(13,419	)		(134,188	)		1,000	%
Net Loss	$	(147,607	)	$	(13,419	)	$	(134,188	)		1,000	%

We had a net loss of $147,607 for the six months ended October 31, 2020 compared to a net loss of $13,419 for the six months ended October 31, 2019.

Our operating expenses for the six months ended October 31, 2020 were $177,584 compared to $13,419 for the six months ended October 31, 2019. The increase in operating expenses during the six months ended October 31, 2020 was due to an increase in operating activity resulting in increased general and administrative expense and professional fees for the period.

Liquidity and Financial Condition

Working Capital

	October 31,			April 30,
	2020			2020

Current Assets	$	20,621		$	16,127
Current Liabilities	$	183,997		$	5,221
Working Capital (Deficiency)	$	(163,376	)	$	10,906

Our current assets as of October 31, 2020 were $20,621 as compared to total current assets of $16,127 as of April 30, 2020 due to an increase in cash and cash equivalents and accounts receivable.

Our total current liabilities as of October 31, 2020 were $183,997 as compared to total current liabilities of $5,221 as of April 30, 2020. The increase was primarily due to an increase in accounts payable and accrued liabilities from increased operating activity, operating lease liabilities related to our executive offices, stock payable from rent to landlord for an office premise and deposit of $87,500 relates to funds paid by an investor in advance for issuances of the Company’s equity in future periods pending the designation and approval of various planned equity classes through the State of Nevada.

Our resulting working capital deficiency as of October 31, 2020 was $163,376 as compared to our working capital of $10,906 as of April 30, 2020. The increase in working capital deficiency was mainly due to an increase in deposit, accounts payable and accrued liabilities and operating lease liabilities.

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Cash Flows

	Six Months Ended
	October 31,
	2020			2019

Cash Flows used in Operating Activities	$	(85,393	)	$	-
Cash Flows used in Investing Activities		-			-
Cash Flows provided by Financing Activities		87,500			-
Net increase in cash during period	$	2,107		$	-

Operating Activities

Net cash used in operating activities was $85,393 for the six months ended October 31, 2020 compared with no net cash used in operating activities during the same period in 2019.

During the six months ended October 31, 2020, the net cash used in operating activities was attributed to net loss of $147,607, decreased by amortization of operating right-of-use assets of $23,684 and lease expense to be settled by common stock of $6,000 and increased by changes in operating assets and liabilities of $32,530.

During the year ended October 31, 2019, the net cash used in operating activities was attributed to net loss of $13,419, decreased by changes in operating assets and liabilities of $13,419.

Investing Activities

The Company did not have any investing activities during the six months ended October 31, 2020 and 2019.

Financing Activities

During the six months ended October 31, 2020, net cash from financing activities was $87,500 compared to $0 during the same period in 2019. Proceeds from financing activities during the six months ended October 31, 2020 were derived entirely from private placement subscription advances from investors for securities which were not yet issued as at the date of this Quarterly Report. Terms of the private placement are not finalized as at the date of this report.

Going Concern

As of October 31, 2020, we had cash on hand of $2,107. We generated revenues of $30,627 and gross profit of $29,977 during the six months ended October 31, 2020 but incurred net loss of $147,607 during the period and a cumulative net loss of $266,423 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan we will be required to scale down or delay our plan of operation to accommodate our available resources.

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Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of October 31, 2020. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of October 31, 2020.

Our disclosure controls and procedures are not effective for the following reasons:

We did not maintain effective controls to identify and maintain segregation of duties in identifying, authorizing, approving, accounting for, and disclosing significant estimates, related-party transactions, significant unusual transactions, and other non-routine events and transactions. Specifically, we only have one individual, our sole officer and director, who reviews, evaluates, approves, and records transactions and initiates journal entries, approves journal entries, and posts journal entries to the general ledger. There is no independent review of any financial duties performed by this individual.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

On August 14, 2020 the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Firth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC vs Smeal et al. The complaint, which alleges the breach of certain non-compete agreements by multiple defendants, attempts to implicate the Company on the mistaken belief that the Company had acquired another defendant, Miracle Products, LLC. There is not, however, any common ownership or affiliate relationship among the Company and the co-defendants, and the Company is not party to any non-compete agreement with the plaintiff. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted.

On December 17, 2020 the court issued an Order, denying the Plaintiff’s request and so all of the defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff use the customer list and can even solicit customers and or the customer list, this was a huge victory for GPOX. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted and to file a counter lawsuit against the Plaintiff’s.

With the exception of the above described complaint, which we believe to be non-material, we are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company.

Item 1A.

Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None

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Item 6.

Exhibits

		INCORPORATED BY REFERENCE
EXHIBIT NUMBER	Exhibit Description

3.1*	Amended and Restated Articles of Incorporation

4.1*	2020 Equity Incentive Plan

10.1*	Distribution Agreement dated as of July 30, 2020 by and between SafeHandles, LLC and GPO Pros, Inc.***

31.1*	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1**	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

(100)	Interactive Data File
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*** Portions of Exhibit 10.1 have been omitted given the fact that such redacted information would likely cause the company competitive harm if publicly disclosed.

*Filed herewith.

**Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GPO PLUS, INC.
		(Registrant)

Dated: December 30, 2020		/s/Brett H. Pojunis
		Brett H. Pojunis
		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)